Obligation FrigoFinance BV 6.875% ( XS2114234714 ) en EUR

Société émettrice FrigoFinance BV
Prix sur le marché 100 %  ▲ 
Pays  Grece
Code ISIN  XS2114234714 ( en EUR )
Coupon 6.875% par an ( paiement semestriel )
Echéance 11/02/2025 - Obligation échue



Prospectus brochure de l'obligation Frigoglass Finance BV XS2114234714 en EUR 6.875%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 260 000 000 EUR
Description détaillée Frigoglass Finance BV est une société financière basée aux Pays-Bas, filiale du groupe Frigoglass, spécialisée dans le financement des activités du groupe et de ses filiales, principalement dans le secteur de la fabrication et de la distribution de matériel de réfrigération.

L'Obligation émise par FrigoFinance BV ( Grece ) , en EUR, avec le code ISIN XS2114234714, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/02/2025







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN

IN THE UNITED STATES

FRIGOGLASS FINANCE B.V.
260,000,000
6.875% Senior Secured Notes due 2025
Guaranteed on a senior secured basis by Frigoglass S.A.I.C. and Frigoinvest Holdings B.V., the parent
companies of Frigoglass Finance B.V. and certain of their subsidiaries

Frigoglass Finance B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the "Issuer"), is hereby
offering (the "Offering") 260,000,000 aggregate principal amount of its 6.875% Senior Secured Notes due 2025 (the "Notes"). The Notes will be issued pursuant to an indenture (the "Indenture") to be
dated on or around February 12, 2020 (the "Issue Date"). The Issuer is a wholly owned finance subsidiary of Frigoinvest Holdings B.V., a private limited liability company incorporated under the laws
of the Netherlands (the "Dutch Guarantor"), which is a wholly owned subsidiary of Frigoglass S.A.I.C., a public company limited by shares (société anonyme) incorporated under the laws of Greece (the
"Parent Guarantor"). The gross proceeds of the Offering of the Notes issued on the Issue Date will be used (i) to repay the Existing First Lien Debt and the Existing Second Lien Debt (each as defined
herein), (ii) for general corporate purposes and (iii) to pay fees and expenses related to the Offering. See "Use of Proceeds."
The Notes will bear interest at the rate of 6.875% per annum payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2020. The Notes will mature
on February 12, 2025. The Issuer may redeem some or all of the Notes on or after February 1, 2022, in each case, at the redemption prices set forth in this offering memorandum (the "Offering
Memorandum"). Prior to February 1, 2022, the Issuer may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid
interest, if any, plus the applicable "make whole" premium, as described in this Offering Memorandum. Prior to February 1, 2022, the Issuer may also redeem up to 40% of the aggregate principal
amount of the Notes using the net proceeds from certain equity offerings at the redemption prices set forth in this Offering Memorandum, if at least 60% of the aggregate principal amount of the Notes
remain outstanding, at a redemption price equal to 106.875% of their principal amount, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption. Additionally, the Issuer
may redeem all, but not less than all, of the Notes in the event of certain developments affecting taxation. In addition, in connection with certain tender offers for the Notes, if holders of not less than
90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes and the Issuer, or any third-party making such a tender offer in lieu of the Issuer, purchases
all of the Notes validly tendered and not withdrawn by such holders of Notes, the Issuer or such third-party will have the right to redeem the Notes that remain outstanding in whole, but not in part,
following such purchase at a price equal to the price offered to each other holder of Notes. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an
offer to repurchase all the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any.
The Notes will be the Issuer's senior secured obligations and will rank pari passu in right of payment with all existing and future senior indebtedness of the Issuer that is not expressly
subordinated in right of payment to the Notes. The Notes will rank senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes, if
any, and will rank effectively senior in right of payment to any existing or future unsecured obligations of the Issuer, to the extent of the value of the Collateral (as defined below) that is available to
satisfy the obligations under the Notes. The Notes will be effectively subordinated to any existing and future secured indebtedness or other liabilities of the Issuer that are secured by property and assets
that do not secure the Notes, to the extent of the value of the property and assets securing such indebtedness, and will be structurally subordinated to any existing and future indebtedness (including
obligations to trade creditors) of the Parent Guarantor's Subsidiaries that are not Guarantors.
The Notes will be guaranteed on a senior secured basis by the Guarantors, which guarantees are subject to contractual, monetary and legal limitations and may be released under certain
circumstances. See "Certain Limitations on the Validity and Enforceability of the Guarantees and Security Interests and Certain Insolvency Considerations." The Notes will be secured by the Collateral
on a first priority basis (although certain future obligations and future hedging obligations, that are secured by the Collateral may receive priority over the Notes with respect to any proceeds received
upon any enforcement action over the Collateral subject to an Intercreditor Agreement to be entered into in accordance with the principles described elsewhere in the Offering Memorandum). On or
around the Issue Date, the Issuer and the Guarantors will grant in favor of the Security Agent (as defined below) for the benefit of the Trustee first-ranking liens and security interests to secure the
obligations of the Issuer under the Notes and the obligations of the Guarantors under the Guarantees (subject to certain perfection requirements and any Permitted Collateral Liens). The assets securing
the obligations under the Notes and the Guarantees under the Security Documents for the benefit of the Security Agent shall be referred to collectively as the "Collateral." The security interests that
secure the obligations of the Issuer and Guarantors under the Notes and Guarantees are subject to certain material contractual, monetary and legal limitations (including significant limitations with respect
to secured amount) and may be released under certain circumstances. See "Risk Factors--Risks Relating to the Notes and the Structure--The Guarantees and the Collateral will be subject to certain
limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit their validity and enforceability" and "Certain Limitations on the Validity and Enforceability
of the Guarantees and Security Interests and Certain Insolvency Considerations." See "Risk Factors--Risks Relating to the Collateral--The Guarantees and the Collateral will be subject to certain
limitations on enforcement and may be limited by applicable laws or subject to certain defenses that may limit their validity and enforceability--Nigeria." The Collateral will be subject to the Agreed
Security Principles (as defined below). Subject to certain conditions, the Parent Guarantor is permitted to grant security over the Collateral in connection with future issuances of its indebtedness or
indebtedness of its Restricted Subsidiaries, including any Additional Notes, in each case, as permitted under the Indenture and any Intercreditor Agreement (if applicable). See "Description of the Notes."
Currently, there is no public market for the Notes. Application has been made to admit the Notes to the Official List of the Luxembourg Stock Exchange (the "Exchange") and to admit the
Notes for trading on the Euro MTF Market thereof. This Offering Memorandum constitutes a prospectus for purposes of part IV of the Luxembourg law on prospectuses for securities dated July 16,
2019. The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2014/65/EC.

Investing in the Notes involves risks. See "Risk Factors" beginning on page 26.

The Notes and the Guarantees have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the laws of any other jurisdiction, and
may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Accordingly, the Notes and the Guarantees are being offered and sold only to persons reasonably believed to be qualified institutional buyers ("QIBs") in accordance with Rule 144A under
the U.S. Securities Act ("Rule 144A") and to non-U.S. persons outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act ("Regulation S").
Prospective purchasers that are QIBs or persons reasonably believed to be QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the registration
requirements under the U.S. Securities Act provided by Rule 144A. For additional information about eligible offerees and transfer restrictions, see "Notice to Investors."

Price: 100% plus accrued interest, if any, from the Issue Date

The Notes will be issued in the form of one or more global notes in registered form. On the closing date of the offering (the "Offering"), the global notes will be deposited and registered
in the name of a nominee of a common depositary for Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking, société anonyme ("Clearstream"). See "Book-Entry; Delivery and Form."
We expect the Notes to be delivered to investors in book-entry form on or about February 12, 2020 (the "Issue Date").
Joint Global Coordinators and Bookrunners
Morgan Stanley
Citigroup

Co-Managers
Alpha Bank
Ambrosia Capital
Eurobank
National Bank of
Piraeus Bank
Greece S.A.

February 27, 2020.





You should rely only on the information contained in this Offering Memorandum. We have not,
and Morgan Stanley & Co. International plc, Citigroup Global Markets Limited, Alpha Bank A.E.,
Ambrosia Capital Ltd, Eurobank Ergasias S.A., National Bank of Greece S.A. and Piraeus Bank S.A.
(together, the "Initial Purchasers") have not, authorized anyone to provide you with any information or
represent anything about us or the Initial Purchasers, our financial results or this Offering that is not
contained in this Offering Memorandum. If given or made, any such other information or representation
should not be relied upon as having been authorized by us, the Initial Purchasers or any of their affiliates.
We are not, and the Initial Purchasers are not, making an offering to sell, or a solicitation of an offer to buy
the Notes in any jurisdiction where an offering or solicitation is not permitted. You should not assume that
the information contained in this Offering Memorandum is accurate as of any date other than the date on
the front cover of this Offering Memorandum.
TABLE OF CONTENTS
IMPORTANT INFORMATION ........................................................................................................................... ii
STABILIZATION ............................................................................................................................................... vii
DEFINED TERMS USED IN THIS OFFERING MEMORANDUM ............................................................... viii
PRESENTATION OF FINANCIAL AND OTHER DATA ................................................................................. xi
INDUSTRY AND MARKET DATA ................................................................................................................... xv
TRADEMARKS AND TRADE NAMES ........................................................................................................... xvi
FORWARD-LOOKING STATEMENTS ........................................................................................................... xvi
SUMMARY ........................................................................................................................................................... 1
CORPORATE AND FINANCING STRUCTURE .............................................................................................. 11
THE OFFERING .................................................................................................................................................. 14
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA ................................................................ 20
RISK FACTORS .................................................................................................................................................. 27
USE OF PROCEEDS ........................................................................................................................................... 62
CAPITALIZATION ............................................................................................................................................. 63
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA ................................................................ 64
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ....................................................................................................................................... 66
OUR INDUSTRY AND MARKETS ................................................................................................................... 89
OUR BUSINESS .................................................................................................................................................. 99
BOARD OF DIRECTORS AND SENIOR MANAGEMENT .......................................................................... 135
MAJOR SHAREHOLDERS .............................................................................................................................. 141
RELATED PARTY TRANSACTIONS ............................................................................................................. 142
DESCRIPTION OF OTHER INDEBTEDNESS ............................................................................................... 144
DESCRIPTION OF THE NOTES ...................................................................................................................... 149
BOOK-ENTRY; DELIVERY AND FORM ...................................................................................................... 226
TAXATION ....................................................................................................................................................... 231
CERTAIN LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND
SECURITY INTERESTS AND CERTAIN INSOLVENCY CONSIDERATIONS ........................... 239
PLAN OF DISTRIBUTION ............................................................................................................................... 294
NOTICE TO INVESTORS ................................................................................................................................ 297
LEGAL MATTERS ........................................................................................................................................... 300
INDEPENDENT AUDITORS ........................................................................................................................... 300
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ............................................................. 301
LISTING AND GENERAL INFORMATION ................................................................................................... 308
GLOSSARY OF SELECTED TERMS .............................................................................................................. 310
INDEX TO FINANCIAL STATEMENT .......................................................................................................... F-1

Unless the context indicates otherwise, when we refer to "we," "us," "our," "Frigoglass" and "the Group"
for the purposes of this Offering Memorandum, we are referring to the Parent Guarantor and its subsidiaries.



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IMPORTANT INFORMATION
This Offering Memorandum has been prepared by us solely for use in connection with the proposed
offering of the Notes described in this Offering Memorandum. In making an investment decision, prospective
investors must rely on their own examination of the Issuer and the terms of this offering, including the merits and
risks involved.
In addition, neither we nor the Initial Purchasers or any of our or their respective representatives is
making any representation to you regarding the legality of an investment in the Notes, and you should not construe
anything in this Offering Memorandum as legal, business, financial, investment, tax or other advice. You should
consult your own advisors as to legal, tax, business, financial and related aspects of an investment in the Notes.
You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess
or distribute this Offering Memorandum, and you must obtain all applicable consents and approvals; neither we
nor the Initial Purchasers shall have any responsibility for any of the foregoing legal requirements.
The Initial Purchasers make no representation or warranty, express or implied, as to, and assumes no
responsibility for, the accuracy or completeness of the information contained in this Offering Memorandum.
Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation by the
Initial Purchasers as to the past or future.
We accept responsibility for the information contained in this Offering Memorandum. To the best of our
knowledge and belief, the information contained in this Offering Memorandum is in accordance with the facts
and does not omit anything likely to affect the import of such information. We have made all reasonable inquiries
and confirmed to the best of our knowledge, information and belief, that the information contained in this Offering
Memorandum with regard to us, our affiliates and the Notes is true and accurate in all material respects and that
the opinions and intentions expressed in this Offering Memorandum are honestly held. We are not aware of any
facts the omission of which would make this Offering Memorandum or any statement contained herein misleading
in any material respect. This Offering Memorandum contains summaries, believed to be accurate, of some of the
terms of specific documents, but reference is made to the actual documents, copies of which will be made available
upon request, for the complete information contained in those documents. The information set forth under the
headings "Summary," "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Our Business" includes extracts from information and data, including industry and market data
and estimates, released by publicly available sources. While we accept responsibility for the accurate extraction
and summarization of such information and data, we have not independently verified the accuracy of such
information and data. However, as far as we are aware, no information or data has been omitted which would
render reproduced information inaccurate or misleading. Neither the delivery of this Offering Memorandum nor
any sale made under it shall, under any circumstances, create any implication that there has been no change in the
affairs of the Issuer since the date of this Offering Memorandum or that the information contained in this Offering
Memorandum is correct as of any time subsequent to that date. You should not assume that the information
contained in this Offering Memorandum is accurate as of any date other than the date on the front of this Offering
Memorandum. Neither the delivery of this Offering Memorandum at any time after the date of publication nor
any subsequent commitment to purchase the Notes and the Guarantees shall, under any circumstances, create an
implication that there has been no change in the information set forth in this Offering Memorandum or in our
business since the date of this Offering Memorandum. By receiving this Offering Memorandum, investors
acknowledge that they have had an opportunity to request for review, and have received, all additional information
they deem necessary to verify the accuracy and completeness of the information contained in this Offering
Memorandum. Investors also acknowledge that they have not relied on the Initial Purchasers in connection with
their investigation of the accuracy of this information or their decision to invest in the Notes.
The information set forth in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled "Book-Entry; Delivery and Form," is subject to any change in, or
reinterpretation of, the rules, regulations and procedures of Euroclear and Clearstream currently in effect.
Although we accept responsibility for accurately summarizing the information concerning Euroclear and
Clearstream, we accept no further responsibility in respect of such information. Euroclear and Clearstream are
not under any obligation to perform or continue to perform under such clearing arrangements, and such
arrangements may be modified or discontinued by any of them at any time. We will not, nor will any of our
agents, have responsibility for the performance of the respective obligations of Euroclear or Clearstream or their

ii


respective participants. Investors wishing to use these clearing systems are advised to confirm the continued
applicability of these arrangements.
The Initial Purchasers will provide you with a copy of this Offering Memorandum and any related
amendments or supplements. By receiving this Offering Memorandum, you acknowledge that you have had an
opportunity to request from us for review, and that you have received, all additional information you deem
necessary to verify the accuracy and completeness of the information contained in this Offering Memorandum.
You also acknowledge that you have not relied on the Initial Purchasers in connection with your investigation of
the accuracy of this information or your decision whether to invest in the Notes.
We reserve the right to withdraw this offering at any time. We are making this offering subject to the
terms described in this Offering Memorandum and the purchase agreement relating to the Notes entered into
between us and the Initial Purchasers (the "Purchase Agreement"). We and the Initial Purchasers reserve the right
to reject all or a part of any offer to purchase the Notes, for any reason. We and the Initial Purchasers also reserve
the right to sell less than all of the Notes offered by this Offering Memorandum or to sell to any purchaser less
than the amount of Notes it has offered to purchase.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or
any other regulatory authority has approved or disapproved of the Notes and the Guarantees, nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary is a criminal offense in the United States and could
be a criminal offense in other countries.
We intend to list the Notes on the Official List of the Exchange for the Notes to be admitted to trading
on its Euro MTF Market, and have submitted this Offering Memorandum to the competent authority in connection
with the listing application. In the course of any review by the competent authority, we may be required (under
applicable law, rules, regulations or guidance applicable to the listing of securities or otherwise) to make certain
changes or additions to or deletions from the description of our business, financial statements and other
information contained herein in producing listing particulars for such listing. Comments by the competent
authority may require significant modification or reformulation of information contained in this Offering
Memorandum or may require the inclusion of additional information in the listing particulars. We may also be
required to update the information in this Offering Memorandum to reflect changes in our business, financial
condition or results of operations and prospects since the publication of this Offering Memorandum. We cannot
guarantee that our application for admission of the Notes to the Official List of the Exchange and for admission
for trading on the Euro MTF Market thereof will be approved as of the settlement date for the Notes or any date
thereafter, and settlement of the Notes is not conditioned on obtaining this listing. Any investor or potential
investor in the European Economic Area (the "EEA") should not base any investment decision relating to the
Notes on the information contained in this Offering Memorandum after publication of the listing particulars and
should refer instead to those listing particulars.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold,
except as permitted under the U.S. Securities Act and the applicable state securities laws, pursuant to registration
or exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering
Memorandum entitled "Plan of Distribution" and "Notice to Investors."
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. See "Notice to U.S. Investors," "Notice to EEA Investors" and "Notice to
U.K. Investors."
The Notes will be available in book-entry form only. We expect that the Notes sold pursuant to this
Offering Memorandum will be issued in the form of one or more global notes. The global notes sold in reliance
on Rule 144A and the global notes sold pursuant to Regulation S will be deposited with a common depositary and
registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream.
Beneficial interests in the global notes will be shown on, and transfers of interests in the global notes will be
effected only through, records maintained by Euroclear and Clearstream and their direct and indirect participants.
After the initial issuance of the global notes, Notes in certificated form will be issued in exchange for the global
notes only as set forth in the indenture governing the Notes. See "Book-Entry; Delivery and Form."

iii


NOTICE TO U.S. INVESTORS
The offering is being made in the United States in reliance upon an exemption from registration under
the U.S. Securities Act for an offer and sale of the Notes and the Guarantees that does not involve a public offering.
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Notice to Investors."
THE NOTES AND THE GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE
NOTES AND THE GUARANTEES ARE REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE. SEE "PLAN OF DISTRIBUTION" AND "NOTICE TO INVESTORS." INVESTORS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE
SECURITIES ACT.
The Notes and the Guarantees described in this Offering Memorandum have not been registered with,
recommended by or approved by the SEC, any state securities commission in the United States or any other
securities commission or regulatory authority, nor has the SEC, any state securities commission in the United
States or any such securities commission or authority passed upon the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offense.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
NOTICE TO EEA INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State
of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to
publish a prospectus for offers of Notes. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, the "Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation.
Each person in a Member State of the EEA who receives any communication in respect of, or who
acquires any Notes under, the offers to the public contemplated in this Offering Memorandum, or to whom the
Notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to
and with each Initial Purchaser and the Issuer that it and any person on whose behalf it acquires Notes is not a
"retail investor" (as defined above).

iv


MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET
Solely for the purposes of the manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
NOTICE TO PROSPECTIVE INVESTORS IN CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), or section 1.1 of National Instrument 45-106 Prospectus Exemptions and are
permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies
for rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial
purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
NOTICE TO U.K. INVESTORS
This Offering Memorandum is for distribution only to persons who (i) are outside the United Kingdom,
(ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"),
(iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations
etc.") of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) in connection with the issue or sale of any Notes may otherwise be lawfully communicated or caused
to be communicated (all such persons together being referred to as "relevant persons"). This Offering
Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available
only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant
person should not act or rely on this Offering Memorandum or any of its contents.
NOTICE TO INVESTORS IN CYPRUS
This Offering Memorandum is not and should not be regarded as a "prospectus" within the meaning of
Law 114(1)/2005, providing for the conditions of making an offer to the public of securities on the prospectus to
be published when securities are offered to the public or admitted to trading in a regulated market and other
incidental matters.
NEITHER THIS OFFERING MEMORANDUM NOR ANY OTHER DOCUMENT OR MATERIAL
RELATING TO THE OFFER HAS BEEN, NOR WILL BE SUBMITTED FOR CLEARANCE TO, NOR
APPROVED BY, THE CYPRUS SECURITIES AND EXCHANGE COMMISSION. NEITHER THIS
OFFERING MEMORANDUM NOR ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE

v


OFFER HAS BEEN OR WILL BE DISTRIBUTED TO THE PUBLIC, OR ANY SEGMENT OF THE PUBLIC,
IN THE REPUBLIC OF CYPRUS ("CYPRUS"), SINCE THE OFFER DOES NOT CONSTITUTE, DIRECTLY
OR INDIRECTLY, OFFER MADE TO THE PUBLIC, OR ANY SEGMENT OF THE PUBLIC, IN CYPRUS,
AND EACH OFFER OF NOTES ACCORDING TO THE PROVISIONS OF ARTICLE 4(3) OF THE PUBLIC
OFFERS AND PROSPECTUS LAW OF 2005 (LAW 114(I)/ 2005, AS AMENDED AND IN FORCE- THE
"PROSPECTUS LAW") CONSTITUTES AN OFFER OF SECURITIES ADDRESSED SOLELY TO THE
NAMED PERSONS AS ADDRESSEES TO WHICH IT IS INTENDED AND/OR AN OFFER OF SECURITIES
ADDRESSED TO FEWER THAN 150 NATURAL OR LEGAL PERSONS PER MEMBER STATE OF THE
EU (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS LAW) AND/OR AN
OFFER OF SECURITIES IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 4(3) OF THE
PROSPECTUS LAW, PROVIDED THAT NO SUCH OFFER OF NOTES SHALL REQUIRE THE ISSUER
TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 4(3) OF THE PROSPECTUS LAW OR
SUPPLEMENT A PROSPECTUS PURSUANT TO THE PROSPECTUS LAW.
THE CONTENTS OF THIS OFFERING MEMORANDUM SHOULD NOT BE CONSIDERED AS
INVESTMENT, LEGAL OR TAX ADVICE OR RECOMMENDATION UNDER CYPRUS LAW. IN
MAKING AN INVESTMENT DECISION THE ADDRESSEE MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING MEMORANDUM
INCLUDING THE MERITS AND RISKS INVOLVED.
THE MATERIAL AMD DISCLOSURE STATEMENTS MAY NOT BE USED FOR SOLICITATION
PURPOSES FOR OR IN CONNECTION WITH THE ACQUISITION OF NOTES IN CIRCUMSTANCES
UNDER WHICH IS UNLAWFUL UNDER CYPRUS LAW TO MAKE SUCH AN OFFER OR
SOLICITATION.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER
AND THE GUARANTORS ARE NONRESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL
PORTION OF THE ASSETS OF SUCH NONRESIDENT PERSONS AND A SUBSTANTIAL PORTION OF
THE ASSETS OF THE ISSUER AND THE GUARANTORS ARE LOCATED OUTSIDE THE UNITED
STATES. AS A RESULT, IT MAY NOT BE POSSIBLE FOR INVESTORS TO EFFECT SERVICE OF
PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS, THE ISSUER OR THE
GUARANTORS, OR TO ENFORCE AGAINST THEM IN U.S. COURTS JUDGMENTS OBTAINED IN
SUCH COURTS PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL
SECURITIES LAWS OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED THAT:
(1) RECOGNITION AND ENFORCEMENT IN THE NETHERLANDS, RUSSIA, NIGERIA, ROMANIA,
CYPRUS AND GREECE OF JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS FROM U.S.
FEDERAL OR STATE COURTS OR FROM OTHER FOREIGN COURTS HAVING JURISDICTION IS NOT
AUTOMATIC BUT IS INSTEAD SUBJECT TO VARIOUS CONDITIONS BEING MET; AND (2) IT IS
QUESTIONABLE WHETHER THE COURTS OF THE NETHERLANDS, RUSSIA, NIGERIA, ROMANIA,
CYPRUS AND GREECE WOULD ACCEPT JURISDICTION AND IMPOSE CIVIL LIABILITY IF THE
ORIGINAL ACTION WAS COMMENCED IN THE NETHERLANDS, RUSSIA, NIGERIA, ROMANIA,
CYPRUS AND GREECE INSTEAD OF THE UNITED STATES, AND PREDICATED SOLELY UPON U.S.
FEDERAL SECURITIES LAWS.

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STABILIZATION
In connection with the offering of the Notes, Morgan Stanley & Co. International plc (the "Stabilizing
Manager") (or persons acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilization may not necessarily occur. Any stabilization action may begin on or after the date on
which adequate public disclosure of the terms of the Offering is made and, if begun, may be ended at any time,
but must end no later than the earlier of 30 days after the Issue Date, and 60 days after the date of the allotment
of the Notes. Any stabilization action or over-allotment must be conducted by the Stabilizing Manager (or persons
acting on its behalf) in accordance with all applicable laws and rules.

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DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them below:
"Beta Glass" ............................... Beta Glass Plc.
"BIG" ......................................... Bottling Investments Group (BIG), a unit that includes Coca-Cola's
company-owned bottling operations.
"CAGR" ..................................... Compound annual growth rate.
"CCEP" ...................................... Coca-Cola European Partners Plc.
"CCH" ........................................ Coca-Cola HBC A.G.
"Coca-Cola" ............................... The Coca-Cola Company, headquartered in Atlanta, Georgia.
"Collateral" ................................ Means the Collateral as defined in the "Description of the Notes."
"cullet" ....................................... Crushed recycled glass.
"developed markets" .................. Means all countries included in Western Europe as well as Australia, Hong
Kong, Japan, New Zealand, Singapore and Israel.
"Dutch Guarantor" ..................... Frigoinvest Holdings B.V., a private limited liability company,
incorporated under the laws of the Netherlands.
"emerging markets" ................... Means all countries included in Eastern Europe; Africa; the Middle East
excluding Israel; and Asia excluding Australia, Hong Kong, Japan, New
Zealand and Singapore.
"EU" ........................................... European Union.
"Euribor" .................................... Euro Interbank Offered Rate.
"euro," "EUR" or "" ................. Euro, the currency of the EU Member States participating in the European
Monetary Union.
"Existing First Lien Debt".......... The First Lien Facilities and the First Lien Notes.
"Existing Second Lien Debt" ..... The Second Lien Facilities and the Second Lien Notes.
"First Lien Facilities" ................. The facilities provided or pursuant to the First Lien Facilities Agreement.
"First Lien Facilities
The first lien multicurrency term and revolving facilities agreement dated
Agreement" ................................ on October 16, 2017 and entered into between, among others, the Issuer,
Global Loan Agency Services Limited as agent and Madison Pacific Trust
Limited as global security agent.
"First Lien Notes" ...................... The Issuer's 79,394,180 senior secured guaranteed notes, with an interest
rate of Euribor plus 4.25% per annum due December 31, 2021.
"3P Frigoglass" .......................... 3P Frigoglass S.R.L.
"Frigoglass," "Group," "we,"
Frigoglass S.A.I.C. and its subsidiaries (including any of their
"us" and "our" ............................ predecessors).
"Frigoglass Cyprus" ................... Frigoglass Cyprus Limited.
"Frigoglass Eurasia" ................... Frigoglass Eurasia LLC, the full legal name of which is Limited Liability
Company "Frigoglass Eurasia."

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"Frigoglass Global" .................... Frigoglass Global Limited.
"Frigoglass Industries Nigeria" .. Frigoglass Industries (Nigeria) Limited.
"Frigoglass Romania" ................ Frigoglass Romania S.R.L.
"Frigoglass West Africa" ........... Frigoglass West Africa Limited.
"GDP" ........................................ Gross domestic product.
"Glass Operations" ..................... Our glass containers, plastic crates and metal crowns manufacturing
operations.
"Guarantors" .............................. The Dutch Guarantor, the Parent Guarantor and the Subsidiary Guarantors.
"ICM"......................................... Ice-Cold Merchandizer, a retail cooler for beverages.
"ICM Operations" ...................... Our Ice-Cold Merchandizer operations.
"IFRS" ........................................ International Financial Reporting Standards, as adopted by the European
Union.
"Indenture" ................................. The indenture governing the Notes offered hereby.
"Indian rupee," "rupee" or
"INR" ......................................... Indian rupee, the currency of India.
"Intercreditor Agreement" .......... Means the Intercreditor Agreement to be entered into on a future date and
to be based on the fundamental principles as described in the "Description
of the Notes."
"Issue Date" ............................... The date on which the Notes are hereby issued.
"Issuer"....................................... Frigoglass Finance B.V., a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws
of the Netherlands.
"MENA" .................................... The Middle East and North Africa.
"Nigerian naira" or "naira" ........ Nigerian naira, the currency of Nigeria.
"Norwegian krone" or "krone" .. Norwegian krone, the currency of Norway.
"Outstanding Local Credit
Our local credit facilities, which will remain outstanding after the issuance
Facilities" ................................... of the Notes as described more fully under "Capitalization" and
"Description of Other Indebtedness--Outstanding Local Credit Facilities."
"Parent Guarantor" ..................... Frigoglass S.A.I.C., our ultimate parent, a public company limited by
shares (société anonyme) incorporated under the laws of Greece and listed
on the Athens Stock Exchange.
"Proceeds Loan"......................... Means the proceeds loan agreement dated on or around the Issue Date
between the Issuer as lender and the Dutch Guarantor as borrower, as
amended from time to time.
"Romanian leu" or "RON" ......... Romanian leu, the currency of Romania.
"Russian ruble" or "ruble" ......... Russian ruble, the currency of Russia.
"SEC" ......................................... United States Securities and Exchange Commission.

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Document Outline